0000881780-08-000002 Sample Contracts

DISTRIBUTION AGREEMENT DREYFUS GROWTH AND INCOME FUND, INC. 200 Park Avenue New York, New York 10166
Distribution Agreement • February 27th, 2008 • Dreyfus Growth & Income Fund Inc /New/

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

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MANAGEMENT AGREEMENT DREYFUS GROWTH AND INCOME FUND, INC. 200 Park Avenue New York, New York 10166
Management Agreement • February 27th, 2008 • Dreyfus Growth & Income Fund Inc /New/

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser.

BANK AGREEMENT (Fully Disclosed Basis)
Bank Agreement • February 27th, 2008 • Dreyfus Growth & Income Fund Inc /New/ • New York

We are a bank (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or a savings association or savings bank (as described in Exchange Act Rule 15a-9). We desire to make available to our customers shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation or its subsidiaries or affiliates (hereinafter referred to individually as a "Fund" and collectively as the "Funds"). You are the principal underwriter (as such term is defined in the Investment Company Act of 1940, as amended) of the offering of shares of the Funds and the exclusive agent for the continuous distribution of such shares pursuant to the terms of a Distribution Agreement between you and each Fund. Unless the context otherwise requires, as used herein the term "Prospectus" shall mean the prospectus and related statement of additional information ("Statement of Additiona

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